[G.R. No. 107372. January 23, 1997.

]
RAFAEL S. ORTAEZ, petitioner, vs. THE COURT OF APPEALS, OSCAR
INOCENTES, and ASUNCION LLANES INOCENTES, respondents.
SYLLABUS
1.
REMEDIAL LAW; EVIDENCE; PAROL EVIDENCE RULE; WHEN THE TERMS OF
A CONTRACT WERE REDUCED TO WRITING, IT IS DEEMED TO CONTAIN ALL THE
TERMS AGREED UPON. Private respondents' oral testimony on the alleged conditions,
coming from a party who has an interest in the outcome of the case, depending exclusively on
human memory, is not as reliable as written or documentary evidence. Spoken words could be
notoriously unreliable unlike a written contract which speaks of a uniform language. Thus, under
the general rule in Section 9 of Rule 130 of the Rules of Court, when the terms of an agreement
were reduced to writing, as in this case, it is deemed to contain all the terms agreed upon and no
evidence of such terms can be admitted other than the contents thereof. Considering that the
written deeds of sale were the only repository of the truth, whatever is not found in said
instruments must have been waived and abandoned by the parties. Examining the deeds of sale,
we cannot even make an inference that the sale was subject to any condition. As a contract, it is
the law between the parties.
2.
ID.; ID.; ID.; LAND SETTLEMENT AND DEVELOPMENT CORP. CASE (117 PHIL.
[1963], NOT APPLICABLE TO CASE AT BAR. To buttress their argument, private
respondents rely on the case of Land Settlement and Development Corp. vs. Garcia Plantation
where the Court ruled that a condition precedent to a contract may be established by parol
evidence. However, the material facts of the case are different from this case. In the former, the
contract sought to be enforced expressly stated that it is subject to an agreement containing the
conditions-precedent which were proven through parol evidence. Whereas, the deeds of sale in
this case, made no reference to any preconditions or other agreement. In fact, the sale is
denominated as absolute in its own terms.
3.
ID.; ID.; ID.; CANNOT VARY, CONTRADICT OR DEFEAT THE OPERATION OF
A VALID INSTRUMENT. The parol evidence herein sought to be introduced would vary,
contradict or defeat the operation of a valid instrument, hence, contrary to the rule that: "The
parol evidence rule forbids any addition . . . the terms of a written instrument by testimony
purporting to show that, at or before the signing of the document, other or different terms were
orally agreed upon by the parties."
4.
ID.; ID.; ID.; CANNOT INCORPORATE ADDITIONAL CONTEMPORANEOUS
CONDITIONS. Although parol evidence is admissible to explain the meaning of a contract,
"it cannot serve the purpose of incorporating into the contract additional contemporaneous
conditions which are not mentioned at all in the writing unless there has been fraud or mistake."
No such fraud or mistake exists in this case.

5.
ID.; ID.; ID.; INADMISSIBLE WHERE THE CONTRACTS ARE CLEAR AND
UNAMBIGUOUS. We disagree with private respondents' argument that their parol evidence
is admissible under the exceptions provided by the Rules, specifically, the alleged failure of the
agreement to express the true intent of the parties. In this case, the deeds of sale are clear,
without any ambiguity, mistake or imperfection, much less obscurity or doubt in the terms
thereof.
6.
ID.; ID.; ID.; GROUND THEREFOR MUST BE EXPRESSLY PLEADED. We are
not persuaded by private respondents' contention that they "put in issue by the pleadings" the
failure of the written agreement to express the true intent of the parties. Record shows that
private respondents did not expressly plead that the deeds of sale were incomplete or that it did
not reflect the intention of the buyer (petitioner) and the seller (private respondents). Such issue
must be "squarely presented." Private respondents merely alleged that the sale was subject to
four (4) conditions which they tried to prove during trial by parol evidence. Obviously, this
cannot be done, because they did not plead any of the exceptions mentioned in the parol
evidence rule. Their case is covered by the general rule that the contents of the writing are the
only repository of the terms of the agreement. Considering that private respondent Oscar
Inocentes is a lawyer (and former Judge) he was "supposed to be steeped in legal knowledge and
practices" and was "expected to know the consequences" of his signing a deed of absolute sale.
Had he given an iota's attention to scrutinize the deeds, he would have incorporated important
stipulations that the transfer of title to said lots were conditional.
RESOLUTION
FRANCISCO, J p:
On September 30, 1982, private respondents sold to petitioner two (2) parcels of registered land
in Quezon City for a consideration of P35,000.00 and P20,000.00, respectively. The first deed of
absolute sale covering Transfer Certificate of Title (TCT) No. 258628 provides in part:
"That for and in consideration of the sum of THIRTY FIVE THOUSAND (P35,000.00) PESOS,
receipt of which in full is hereby acknowledged, we have sold, transferred and conveyed, as we
hereby sell, transfer and convey, that subdivided portion of the property covered by TCT No.
258628 known as Lot No. 684-G-1-B-2 in favor of RAFAEL S. ORTANEZ, of legal age,
Filipino, whose marriage is under a regime of complete separation of property, and a resident of
942 Aurora Blvd., Quezon City, his heirs or assigns." 1
while the second deed of absolute sale covering TCT No. 243273 provides:
That for and in consideration of the sum of TWENTY THOUSAND (P20,000.00) PESOS
receipt of which in full is hereby acknowledged, we have sold, transferred and conveyed, as we
hereby sell, transfer and convey, that consolidated-subdivided portion of the property covered by
TCT No. 243273 known as Lot No. 5 in favor of RAFAEL S. ORTAEZ, of legal age, Filipino,

whose marriage is under a regime of complete separation of property, and a resident of 942
Aurora Blvd., Cubao, Quezon City his heirs or assigns. 2
Private respondents received the payments for the above-mentioned lots, but failed to deliver the
titles to petitioner. On April 9, 1990 the latter demanded from the former the delivery of said
titles. 3 Private respondents, however, refused on the ground that the title of the first lot is in the
possession of another person, 4 and petitioner's acquisition of the title of the other lot is subject
to certain conditions.
Offshoot, petitioner sued private respondents for specific performance before the RTC. In their
answer with counterclaim private respondents merely alleged the existence of the following oral
conditions 5 which were never reflected in the deeds of sale: 6
"3.3.2 Title to the other property (TCT No. 243273) remains with the defendants (private
respondents) until plaintiff (petitioner) shows proof that all the following requirements have been
met:
(i) Plaintiff will cause the segregation of his right of way amounting to 398 sq. m.;
(ii) Plaintiff will submit to the defendants the approved plan for the segregation;
(iii) Plaintiff will put up a strong wall between his property and that of defendants' lot to
segregate his right of way;
(iv) Plaintiff will pay the capital gains tax and all other expenses that may be incurred by reason
of sale. . . .
During trial, private respondent Oscar Inocentes, a former judge, orally testified that the sale was
subject to the above conditions, 7 although such conditions were not incorporated in the deeds of
sale. Despite petitioner's timely objections on the ground that the introduction of said oral
conditions was barred by the parol evidence rule, the lower court nonetheless, admitted them and
eventually dismissed the complaint as well as the counterclaim. On appeal, the Court of Appeals
(CA) affirmed the court a quo. Hence, this petition.
We are tasked to resolve the issue on the admissibility of parol evidence to establish the alleged
oral conditions-precedent to a contract of sale, when the deeds of sale are silent on such
conditions.
The parol evidence herein introduced is inadmissible. First, private respondents' oral testimony
on the alleged conditions, coming from a party who has an interest in the outcome of the case,
depending exclusively on human memory, is not as reliable as written or documentary evidence.
8 Spoken words could be notoriously unreliable unlike a written contract which speaks of a
uniform language. 9 Thus, under the general rule in Section 9 of Rule 130 10 of the Rules of
Court, when the terms of an agreement were reduced to writing, as in this case, it is deemed to

contain all the terms agreed upon and no evidence of such terms can be admitted other than the
contents thereof. 11 Considering that the written deeds of sale were the only repository of the
truth, whatever is not found in said instruments must have been waived and abandoned by the
parties. 12 Examining the deeds of sale, we cannot even make an inference that the sale was
subject to any condition. As a contract, it is the law between the parties. 13
Secondly, to buttress their argument, private respondents rely on the case of Land Settlement
Development, Co. vs. Garcia Plantation 14 where the Court ruled that a condition precedent to a
contract may be established by parol evidence. However, the material facts of that case are
different from this case. In the former, the contract sought to be enforced 15 expressly stated that
it is subject to an agreement containing the conditions-precedent which were proven through
parol evidence. Whereas, the deeds of sale in this case, made no reference to any pre-conditions
or other agreement. In fact, the sale is denominated as absolute in its own terms. cdt
Third, the parol evidence herein sought to be introduced would vary, contradict or defeat the
operation of a valid instrument, 16 hence, contrary to the rule that:
The parol evidence rule forbids any addition to . . . the terms of a written instrument by
testimony purporting to show that, at or before the signing of the document, other or different
terms were orally agreed upon by the parties. 17
Although parol evidence is admissible to explain the meaning of a contract, "it cannot serve the
purpose of incorporating into the contract additional contemporaneous conditions which are not
mentioned at all in the writing unless there has been fraud or mistake." 18 No such fraud or
mistake exists in this case.
Fourth, we disagree with private respondents' argument that their parol evidence is admissible
under the exceptions provided by the Rules, specifically, the alleged failure of the agreement to
express the true intent of the parties. Such exception obtains only in the following instance:
[W]here the written contract is so ambiguous or obscure in terms that the contractual intention of
the parties cannot be understood from a mere reading of the instrument. In such a case, extrinsic
evidence of the subject matter of the contract, of the relations of the parties to each other, and of
the facts and circumstances surrounding them when they entered into the contract may be
received to enable the court to make a proper interpretation of the instrument. 19
In this case, the deeds of sale are clear, without any ambiguity, mistake or imperfection, much
less obscurity or doubt in the terms thereof.
Fifth, we are not persuaded by private respondents contention that they "put in issue by the
pleadings" the failure of the written agreement to express the true intent of the parties. Record
shows 20 that private respondents did not expressly plead that the deeds of sale were incomplete
or that it did not reflect the intention 21 of the buyer (petitioner) and the seller (private

respondents). Such issue must be "squarely presented." 22 Private respondents merely alleged
that the sale was subject to four (4) conditions which they tried to prove during trial by parol
evidence. 23 Obviously, this cannot be done, because they did not plead any of the exceptions
mentioned in the parol evidence rule. 24 Their case is covered by the general rule that the
contents of the writing are the only repository of the terms of the agreement. Considering that
private respondent Oscar Inocentes is a lawyer (and former judge) he was "supposed to be
steeped in legal knowledge and practices" and was expected to know the consequences" 25 of his
signing a deed of absolute sale. Had he given an iota's attention to scrutinize the deeds, he would
have incorporated important stipulations that the transfer of title to said lots were conditional. 26
One last thing, assuming arguendo that the parol evidence is admissible, it should nonetheless be
disbelieved as no other evidence appears from the record to sustain the existence of the alleged
conditions. Not even the other seller, Asuncion Inocentes, was presented to testify on such
conditions.
ACCORDINGLY, the appealed decision is REVERSED and the records of this case
REMANDED to the trial court for proper disposition in accordance with this ruling.
SO ORDERED.
Narvasa, C .J ., Davide, Jr., Melo and Panganiban, JJ., concur.